Hachette Bids $415 Million For Grolier

By STEPHEN LABATON

Published: March 14, 1988

Hachette S.A., France's largest publishing company, said yesterday that it would offer $415 million, or $21 a share, for the stock of Grolier Inc. that it does not already own.

The offer was for substantially more than the price at which the shares of the American publisher of encyclopedias and educational materials have been trading recently. Grolier closed Friday at $15.875, up 87.5 cents, on the New York Stock Exchange.

Grolier may be able to rebuff the Hachette offer if its board decides to oppose the bid. The company adopted a so-called poison pill, or shareholders rights plan, in 1986, which makes an unfriendly takeover more expensive for the bidder.

Top executives of Grolier could not be reached for comment yesterday about the unsolicited offer. Talks Seemed Friendly

Jean-Claude Lattes, a vice president of Hachette, said that the company's chief executive, Yves Sabouret, had met with top Grolier officials last Wednesday in Manhattan.

''We did not give a price then,'' Mr. Lattes said, ''but the discussions seemed very friendly.'' He added that the talks had concluded without securing a commitment from Grolier executives.

Based in Danbury, Conn., Grolier owns and distributes The New Book of Knowledge, the Encyclopedia Americana and the Academic American Encyclopedia. It also markets educational books and software, children's toys and furniture, and a photo finishing service, Mystic Color Labs. The company has about 7,200 employees.

For 1987, Grolier reported income of $22 million on revenues of $424 million. A Surge of Foreign Bids

Hachette's offer, which is for slightly more than 95 percent of Grolier's 19.5 million shares, is the latest in a surge of bids made in recent weeks by foreign companies for American businesses.

For example, Italy's Pirelli S.p.A. and the Bridgestone Corporation of Japan are locked in a battle to buy the Firestone Tire and Rubber Company, and Canada's Campeau Corporation is battling with R. H. Macy & Company over Federated Department Stores Inc.

Hachette, one of the largest European publishing houses, is based in Paris. The company, founded in 1826, has businesses in book and magazine publishing and distribution, radio broadcasting, movie and television production and advertising. It also publishes magazines such as Elle, Paris Match and a new French edition of Fortune, and owns the Curtis Circulation Company, one of the largest national magazine distributors in the United States. The company employs about 18,000 workers.

Last year Hachette reported earnings of about 220 million francs, or $38.8 million, on sales of more than 17 billion francs, or $3 billion.

Ivan Obolensky, an analyst with Josephthal & Company who follows the publishing industry, said: ''One big thing that makes Grolier so attractive is its video disk technology. It's five or six years away from the market, but it's going to be the next major product in the communications area.''

This technology could store more information than existing systems.

Robert B. Clarke, chairman and chief executive of Grolier, did not return a message left at his home in New Canaan, Conn. No one answered the phone at the home in Brookfield, Conn., of Andrew J. Reinhart, Grolier's president. Calls to the company's headquarters were not answered.

The tender offer for Grolier's stock begins today and ends on April 8, unless it is extended. Morgan Stanley & Company is acting as dealer manager.